Working on it
by Alia4
Summary: What if Baloo led a different life before Rebecca Cunningham and Kit Cloudkicker came into his life? AU!
1. Default Chapter

Disclaimer: I dont own anything.

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They had found the plane in a secluded cove off of one of the deserted islands, one that was never flown over much. One of the pilot's flying over had noticed it and thought that he had stopped for a vacation and so when she reached Louie's she did not mention it to the worried orangutan and left without knowing that the pilot of that plane had gone missing.

It had all started the day before…

"Hey Ms Cunningham, where's Baloo?" Kit asked walking into Higher for Hire to see the owner staring out the window as if waiting for something.

"I don't know Kit," she said, distractedly.

"You don't know?" Kit asked, worriedly.

"He hasn't been back and there's been no communication from him, he delivered the cargo but hasn't been back."

"Have you tried…"

"Louie hasn't seen him either," Rebecca said before he could ask. Kit walked up to her side and looked out over the water, waiting for his "Papa Bear's" return, thinking about this morning.

* * *

"Oh come on Papa Bear, please?" Kit said following Baloo back and forth as the big gray bear loaded the cargo on the large yellow plane. 

"No Kit, you have school," Baloo said, picking up another crate and headed towards the plane.

"But I've never been to Koneko Island," Kid said and sat down on one of the crates to watch Baloo. Baloo set the last crate down, his back to Kit and sighed.

"Look Li'l Britches," he said, still not turning around. "Koneko Island isn't any place for a kid." He turned around and grinned at Kit. "Besides Beckers said no." Kit knew this, he had begged and pleaded with Ms. Cunningham until he was blue in the face but she had stood firm, saying that he had missed too much school as it was. Kit sighed and hopped down, shoving his paws into his sweater.

"Look kid, school is out in a month, once it's done, we'll go on a vacation, just me and you."

"Really Papa Bear?" Kit asked, getting excited.

"Really, really," Baloo said and Kit launched himself into his arms.

"Great, well I better go, I'm going to be late for school." Baloo laughed and watched as Kit ran down the street, backpackhitting his back. When Kit had come home, the Sea Duck was not there and Baloo was missing.

Rebecca turned again, went to the radio, and called Louie's.

"Louie, is there someone you could ask to go look around the islands for him?... Right, let me know what they find." She said switching off. "Louie is going to send a few pilots to search the area for him," she explained to Kit. An hour later, they received a call from Louie and Kit watched as Rebecca turned pale.

"Sure Louie… Thank you, if you could have someone… Thank you again," she said putting the mike down but didn't say anything.

"Ms Cunningham?" Kit asked wearily.

"They found the Sea Duck," she said. Kit was about to open his mouth when she looked at him. "Baloo wasn't with it; they said it looks like he hasn't been in there in a while." Kit stared at her stunned and turned back to the window.

A/N: Please R&R thanks


	2. Chapter 1

Authors Note: Ok, I'm just going to say this was an insane idea, I'm not sure if anyone ever thought of it, but if it's stupid I'll stop posting it. Anyway please let me know, but be nice :) thanks. Again I own nothing.

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It had been six months since Baloo had disappeared, the whole island that the Sea Duck had been found by had been searched, top to bottom by his friends, other pilots, even Shere Khan had sent help but no trace of the large gray bear could be found. Kit had closed himself off to the world, he went to school and helped around Higher for Hire but was not the same bear cub he used to be. Rebecca had hired another plane and pilot, the business had to stay open, but she had become subdued and quiet. Molly and Wildcat, the mechanic and Rebecca's daughter had become close and Molly found solace in his teachings of mechanics. All in all things had changed a lot over the last six months and they were about to become jumbled again.

* * *

The tall gray bear stood in front of large wooden desk and ran a tired hand over his face.

"There's the information you requested," he said to the black panther sitting there.

"Ah thank you Baloo," the voice said, slightly accented. He waved Baloo to a seat and sat forward. "How have you been Baloo, how is your cargo business?"

"It's doing fine Bagheera," Baloo replied. "How's the kid?" Bagheera sat back and smiled.

"Mowgli is doing fine; I hear you and Shere Khan have become friends?" Baloo laughed.

"Not really, try acquaintances. I saved his life once, he paid me back, end of story." Bagheera tossed a newspaper in front of Baloo and Baloo's eyes widened at the headline. "Shere Khan aids in the search of local pilot" it read.

"I'm not sure that is just acquaintances," Bagheera said smiling.

"Interesting," Baloo said, scratching the back of his neck. Bagheera sat back and looked at him for a moment.

"Look why don't you head back, they've been frantic," he said and Baloo stood.

"If I had been able to leave them a note or something they wouldn't have been," he said glaring at the large cat. Bagherra just looked back at him calmly.

"We could not let you do that, this was very secretive information, I'm sure you know what is about to happen."

"I retired three years ago Bagi," Baloo snapped.

"Yes but you are our best and we needed our best." Baloo sighed and stood.

"If that's all, I'll be heading home now."

"Never thought I'd see the day when Baloo became domesticated," a new voice said behind him and Baloo turned and grinned.

"Mowgli!" he cried and pulled the kid into a hug, though he was not a kid anymore. Mowgli stood almost as tall as he was and had traded in his loincloth for a suit. "Don't tell me Bagi here talked you into joining his little organization." Mowgli grinned at Baloo and shrugged. "I need to get going," he said ruffling Mowgli's hair, much to the latter's frustration. "Keep in touch kid," he said, hugging Mowgli one more time before walking out of the office.

"There's a plane waiting for you down at the docks Mr. Baloo," Bagira's secretary said in her nasal voice. Baloo grinned at her and walked into the elevator, happy to be heading home.


	3. Chapter 2

Rebecca Cunningham looked up when she heard a knock on the door and stood. She looked over and smiled to see Molly curled up in a ball on Baloo's old chair sleeping. She walked to the door, pulled it open, and sighed when she saw who was there. Two police officers stood there, Kit between them.

"What did he do this time?" she asked wearily.

"We caught him spray painting the side of the school," the officer on the right, whose nametag read Smith said. Rebecca turned her gaze to Kit and he shrank back at her glare. "He has an appointment with the principle tomorrow morning."

"Thank you officers," she said smiling at them. They tipped their hats to her, gave a warning glare to Kit, turned, and walked away. Once the door was closed, Rebecca stared at it for a moment gathering her thoughts and turned.

"You're grounded for three weeks," she said quietly.

"Three weeks!" Kit cried staring at her in disbelief.

"Yes, three weeks."

"But that means…"

"Yes, that means no air show," she said walking around him.

"But… but Ms Cunningham, I've been looking forward to that show for a year!"

"Well Kit, you go around ruining property and you get punished," she said sitting down behind her desk. Kit stared at her for several more moments then scowled and stomped upstairs to his room. "Oh Kit, what am I going to do with you?" she asked quietly. Ever since Baloo had disappeared, Kit had had a rebellious streak. She wished Baloo would show up, but as the days passed the possibility seemed to get smaller but little did she know how close he was.

It was raining and quite late when Baloo stepped off the plane and waved good-bye to the pilot. He turned and looked at Higher for Hire, nothing had changed, and he pulled out a key and opened the door. It was dark inside but his eyes easily adjusted, everything was the same. He heard light snoring, turned to see Becky sleeping at her desk, and saw a small figure sleeping on his chair and he grinned. He turned and saw the fridge and his stomach growled. They had served him peanuts on the plane, peanuts of all things, and he had not eaten since this morning. He quickly made his way over to the fridge and pulled it open, not noticing the small figure stirring behind him.

Molly sat up, blinked the sleep from her eyes, and saw a large form bent over, half way in the fridge and she stared, and she swore it looked like… but it couldn't be.

"Baloo?" she asked quietly and the figure turned around, a donut in his mouth, a strawberry soda in one hand and half a sandwich in the other. "Baloo!" she cried and launched herself into his arms, causing him to almost drop the soda. He quickly put the soda and sandwich down, swallowed the donut, and hugged the little girl back.

"Hey pigtails," he said smiling at her.

"Where have you been?" she asked staring at him in wonder.

"On a mission," he said, knowing the little girl was too young to know anything.

"Like Danger Woman?"

"Yeah, something like that," Baloo said putting Molly down.

"Baloo?" he heard another voice say and he turned to see Rebecca staring at him in shock.

"Hiya Beckers," he said smiling, feeling somewhat nervous. She stood, ran, and threw her arms around his large middle.

"Where have you been?" she cried.

"I had to do some stuff for an old friend, Becky," he replied, hugging her back.

"And you couldn't have told us?" she said stepping back and switching gears, getting angry.

"Actually no, I couldn't, I couldn't even leave a note."

"And why not?" she shot back.

"It's classified," he said and Becky snorted.

"Classified?" she asked, disbelief coloring her tone. "_You_ had to do something classified? What, did you have to run donuts to some secret base in Timbuckthree?" Baloo glared at her, picked up the sandwich, drink, and went to sit down on his chair.

"No, I haven't had to do that in a few years," he snapped back sarcastically. "And it wasn't donut's it was mango's," he said grinning. Becky glared at him.

"And what, did you expect to come back here and have your old job back?"

"Well yeah," Baloo replied. Rebecca sighed and went to sit behind her desk, running a hand over her face.

"Papa Bear?" they heard a voice say from above them and looked up to see Kit standing there. Baloo stood up and the bear cub ran down the stairs and into Baloo's arms, tears running down his cheeks. "Where have you been?"

"I'm sorry Li'l Britches," Baloo said in response. Kit stood back and rubbed a hand over his eyes.

"Look, Baloo why don't you head up to your old room and sleep, we'll talk more tomorrow," Rebecca said wiping at her own tears. Baloo nodded and headed up the stairs after the bear cub. "Come on sweetheart, let's go home," she said picking up Molly and heading out.

The next morning Rebecca walked into Higher for Hire and saw Baloo on the phone, his back to her and he sounded angry.

"Contact him yourself," she heard him say. "Bagi, how many times do I have to remind you that I retired three years ago...? Look Shere Khan wont be happy with the thought of you contacting him… Do you promise this will be the last thing...? All right, let me talk to the kid… Hey Mowgli, so you'll be out here in a couple of days... Great, you know Khany wont be happy to see you right... All right, just as long as I do not have to be there… Yeah, yeah, yeah I know you can take care of yourself now… All right I will see you in a couple of days, remind Bagi that I do not look forward to talking to Khan about this… All right see you then… Bagi, if something happens to that kid, I'm coming after you… Yeah all right I will call you when I talk to Khan… All right, bye." He hung up the phone, kept his back to her, and sighed deeply as if the world rested on his shoulders. He turned and saw her and pasted a fake smile on his face.

"Hey Beckers, how are you this morning?"

"Who was that Baloo?" she asked.

"Just an old friend. Look, I know we were supposed to be having a conversation but I need to go see Shere Khan real quick and I'll be back." With that, he went up the stairs. When he came back down, he was wearing his nice jacket and tie. He nodded to Becky and walked out to the waiting cab. Becky stood speechless and did not see the young cub climbing into the cab.


	4. Chapter 4

**Attn:** Everyone is going to be acting out of character, so don't be surprised. Anyway, please R&R thanks!

* * *

Baloo climbed out of the cab and looked up at the large building.

"What are you doing here Papa Bear?" Baloo spun around to see Kit standing up.

"What are you doing here?" Baloo asked.

"I'm wondering what you are doing."

"Look Li'l Britches, go home, this doesn't involve you."

"Where were you for the last six months?" Kit asked, his voice accusing.

"Kit, go home! We'll talk about it when I get back." Kit looked hurt at his tone and took a step back and Baloo sighed. "Look Kit," he started but Kit just shook his head and turned and ran down the sidewalk. "Kit!" Baloo cried but the cub didn't turn around and Baloo turned back to the building, his resentment for Bagheera growing. To say he was upset by the time he was let into Sher Kahn's office, was an understatement.

"Ah Mr. Baloo," Sher Kahn's smooth voice said as he sat forward, steepling his fingers. "Good to see you are alive."

"Good to be alive sir," Baloo said trying not to let too much sarcasm through but the sharp look that Khan gave him showed that he had not done a very good job.

"What is it that you want Mr. Baloo?"

"A mutual... friend," Baloo said hestitantly. "Needs your help."

"We have no mutual... friends, Mr. Baloo, the only one we both know is..." Khan sat back when he saw the look cross Baloo's face. "Ahh, I see that Bagheera has his claws in you again."

"Claws nothing, I'm just doing him a favor and thats that," Baloo snapped.

"And where were you for the last six months?" Kahn asked and Baloo glared.

"Look will you agree to meet with one of his agents or not?"

"Who would be coming?" Kahn asked, looking at a peice of paper and looked up when Baloo hesitated. "I thought so, has the man cub grown up? Will he be more of a challenge this time?"

"I don't know, I haven't kept in touch with him after I left, are you going to agree to meet with him or not?" Kahn sat back and stared at him for a moment.

"All right, but I will gaurantee nothing, I helped them once, the way things ended, I am not eager to head into this again."

"I feel the same way Kahn," Baloo said sounding exhausted and older than his age.

"All right, I will meet him on..." Kahn flipped through his schedule, "on Tuesday at two o'clock in the afternoon."

"Thank you Kahn," Baloo said nodding to him and turning to the door but stopped when Kahn called out his name.

"Baloo, get away from them, you were their best at one time, not anymore. They will run you into the ground, just like they once tried to do, after this, forget about them." Baloo turned to look at Kahn in surprise, wondering what exactly, Kahn knew about the whole thing.

"I'll keep that in mind," he said before walking out of the office and down to the street to hail cab, feeling more tired than he had in three years.


	5. Chapter 5

"Baloo!" Baloo looked up to see Becky and a red fox standing near a brown plane gesturing to him as he climbed out of the cab after returning from Shere Kahn's. Sighing he made his way over to them and Becky smiled brilliantly at him.

"Baloo, this is Rick, he was your replacement," Becky said and Rick turned to Baloo and held out his hand.

"Nice to finally meet you Baloo," he said and Baloo shook his hand, not sure why, but there was something about the guy that made him uncomfortable.

"Nice to meet you too," he said before turning around and walking into Higher for Hire, ignoring Becky's complaints about his being rude. He pushed through the front door and loosened his tie as he headed upstairs. Laying on his bed, he threw his arm over his eyes and tried to stop the memories but they came anyway. He had spent the last three years trying to forget Bagheera, the agency and everything they represented. He had spent the last six years forgetting the man cub that he had taken in when he was a boy and had looked at as a son.

* * *

Fifteen years ago he had gone to do a extraction of a family of wolves and had been surprised to find a young human among them. Mowgli had been five years old at the time, the Wilcox's had found him on the streets and had taken him in. The boy could not have gone with the family so Baloo took him back to the office with him. Bagheera had not been happy and when he had told Baloo that he would be sending the child to a home, Baloo had been angry and told Bagheera he would take him in. Baloo always had a soft spot for children and had not had a second thought about taking him in.

It was a new experience, he took a year off to take care of the kid and by the first two weeks he had been at his wits end. When he met Andrea, a small brown bear with blonde hair and blue eyes he had never been more grateful. She had two children of her own and offered to help him out. With her help he and Mowgli had taken to each other and fell into a routine. When Baloo had assignments Mowgli had stayed with Andrea and her sons. Baloo spent as much time as he could with the kid but they always seemed not enough. Throughout the six years they spent together Bagheera had tried to find Mowgli a home, but the two worlds of the animals and humans didn't work well together and Baloo wasn't ready to let him go.

Then the horrible day had come when Bagheera had shown up on his doorstep with two humans. Baloo had been putting together a celebrating dinner because he knew that Mowgli had passed the test they had been studying for for a week.

"Hey Bagheera, what are you doing here?" he asked, looking at the two humans.

"Hello Baloo, may we come in?" Bagheera asked and Baloo stepped back and opened the door more and the other three walked in. "This is Amanda and Derek Anderson, they are looking to adopt Mowgli," he said and Baloo felt like he had been punched.

"But he's happy here," he said weakly.

"Yes but with the Anderson's he can grow up with his own kind," Bagheera said trying to be gentle.

"But..." she said but was interrupted by the door opening.

"Papa Bear, I passed," Mowgli cried, running past the other three people and into Baloo's arms.

"That's great kid," Baloo said and Mowgli stepped back.

"Aren't you excited?"

"Yeah kid, I'm really excited."

"What's wrong Papa Bear?" Mowgli asked and turned when Bagheera cleared his throat. "Oh, hi Bagheera," he said giving the two humans a weary look.

"Mowgli, this is Amanda and Derek Anderson," he said and Mowgli shook their hands before returning to Baloo's side.

"Why are they here Papa Bear?" he asked moving closer as if he realized what was happening.

"They're here to take you home with them," Baloo said quietly.

"What! No Papa Bear!" he cried, spinning on the large bear. He spun around to look at Bagheera, his eyes pleading.

"This was never a permanent arrangement Mowgli," the panther said gently and moved forward but Mowgli shook his head and turn around and ran up the stairs and they all heard his bedroom door slam.

"You could have warned me Bagheera," Baloo said heatedly.

"I figured it was easier this way, sever the lines quickly and painlessly."

"Painlessly for who?" Baloo snapped before turning and heading up after Mowgli. He knocked lightly on the door and when he didn't receive a response he tried the doorknob and found it unlocked.

"Mowgli?" he asked and stepped inside and found the kid face down on his bed. "Kid," he said sitting down next to him.

"Do you not want me anymore?" his voice was muffled and his shoulders shook and Baloo closed his eyes for a moment.

"That's not it at all, Mowgli, you know that. They can give you what I can't," Baloo said.

"Like what?" Mowgli asked sitting up to look Baloo in the eye.

"A family, a mom and dad, a chance to get to know your own kind."

"I don't want to go," the kid said, throwing his arms around Baloo.

"And I don't want you to go, I'd give anything to keep you here, but I don't think we have a say in this." He hugged the kid for several more moments before someone cleared his throat at the door and they looked up to see Bagheera standing there.

"I think Mowgli should spend some time with the Anderson's, they are going to take him out for the rest of the day." Mowgli stared at Baloo for several moments before climbing to his feet. Once he was out of the room Baloo looked at Bagheera.

"Is there any way for him to stay?"

"You could try to adopt him Baloo, but with the Anderson's on the other side, most of the courts would give Mowgli to them." Baloo nodded and barely noticed when Bagheera left but when he was sure he was gone, he let the tears fall.

* * *

"Baloo?" a voice called and Baloo sat up to see Becky and Kit staring at him.

"Yeah?" he asked rubbing his eyes.

"Are you ok?" Becky asked looking at him concerned.

"Yeah, I'm fine, did you need something?"

"Yes, we need to talk," Becky said, sitting down on the Kit's bed.

"Kit?" Baloo asked looking at the bear cub. Kit didn't meet his eyes for a few minutes but then raised his eyes and smiled before launching himself into his arms.

"So where have you been?" Becky asked when Kit had sat down on the bed next to him.

"Beckers, I wish I could tell you, I really do, but there are things in my past I can't talk about. I'd get in a lot of trouble and put you in a position I don't want you in."

"You don't trust me?" Becky asked giving him a hurt look.

"Its not that, Becky, just trust me on this ok?" Becky sighed but let it go and stood to leave.

"One of these days you'll have to fill me in."

"One of these days I will." She walked out of the room but turned back once and smiled.

"Welcome home Baloo," she said and Baloo smiled.

* * *

**A/N: **Ok, there's this chapter, I've been trying to get this out forever but its taken me forever to get this going. Anyway let me know what you think. I'm giong to go more into the past of Baloo and Mowgli and stuff but here's the next chappy. Thanks for reading!


	6. Chapter 6

Ok, I'm SO, so so so so so so sorry for the long wait, I've been having problems with the computer and stuff. Anyway I never planned on not finishing this, I will, I'm going to make myself, cuz I really want to. Anyway I'm also going to work on "Fallen Hero" if any of you are reading that, it willbe up in a day or so, promise. Anyway thanx for reading, **_please review_**, I see how many people read, and I'd like to know what you think, whether you like it or hate it, I'd really appreciate it, it makes me all fuzzy inside.

* * *

Baloo watched the sea plane land and couldn't help the apprehensive feeling that had settled in his stomach. Mowgli would only be out here for a few days and he wouldn't even be staying with Baloo, the agency was putting him up in the hotel. The door to the plane opened once it was down and the rotors had shut down and Mowgli stepped out of the plane, the pilot after him carrying his bags.

"Mowgli," Baloo said stepping forward and extended his paw and Mowgli took it and shook it.

"Hello Baloo," he said and Baloo couldn't help but notice the cold undertone to his voice.

"When do you have to check in at your hotel?" Baloo asked turning and walking back towards Higher for Hire.

"Not until one," he said and Baloo looked at the clock and saw that it was only eleven.

"Great, do you want a tour of Cape Suzette?"

"Sure that'd be great," Mowgli said and they looked up when they heard someone walking towards them and saw Rick heading their way. Baloo saw a look pass between the fox and Mowgli and felt his eyes narrow but didn't say anything.

"So this is Mowgli," Rick said and held out his paw.

"That'd be me," Mowgli said and Baloo watched them closely, and because he had been around agents before and saw the signs of two meeting, he felt his anger towards Rick growing.

"Come on Mowgli," he said pulling on his arm, not saying anything, at least not yet. They walked into Higher for Hire and nodded to the pilot on his way out after he had put Mowgli's bags inside. When they entered the building they saw Becky, Kit and Molly standing there smiling and Baloo laughed.

"Mowgli, this is Becky, Kit and Molly," Baloo said indicating each of them.

"Hi," Mowgli said and looked at Kit then at Baloo and smiled a little.

"It's so nice to finally meet you," Becky said, stepping forward holding out her paw and Mowgli took it and kissed it and Becky giggled. "Oh my," she said pressing her other hand to her heart. Mowgli stood and smiled at her and turned to Kit and held out his hand. Kit stared at it for a moment before shaking it and when he pulled his hand away it looked like he wanted to wipe it off on his shirt or something. Mowgli smirked, knowing the feeling and turned to the smallest bear and squatted down in front of her.

"Hi Molly," Mowgli said holding out his hand but Molly pulled back and pressed herself up against Kit.

"Kit," she whispered loudly. "Where's his fur?" The adults looked at each other for a moment before laughing.

"He's a human, honey," Becky said picking her up. "Human's don't have hair."

"Why?" she asked staring at Mowgli

"I don't know honey, they just don't."

"Oh," Molly said and squirmed to be let down and when Becky put her down, Molly walked up to Mowgli, looked up at him and then threw her arms around his legs.

"Hi," she said looking up at him.

"Hi there," Mowgli said smiling.

"Look Pigtails," Baloo said pulling her out of Mowgli's arms. "We're going to go run around town for a little bit."

"Oh, ok," she said and Baloo put her back down. "You'll come back right?" she asked Mowgli.

"I promise kid," he said and she grinned at him.

"Good!" and with that she ran out the door. Kit threw them both a look and followed Molly outside.

"I'll be back in a little bit," Baloo said and Becky nodded. Baloo and Mowgli spent an hour and a half traveling through Cape Suzette and went back to Higher for Hire to get the Sea Duck and headed out to Louie's.

"Louie is going to be surprised to see you," Baloo said as he landed the plane and shut off the engines.

"It'll be good to see him too," Mowgli said following him out of the plane and into the orangutan's business.

"Mowgli!" Louie cried once they were inside. "Long time no see brother," he said coming out from around the bar and shaking his hand.

"How've you been Louie?" Mowgli said grinning.

"I've been doing all right, I've been all right," he said making his way around the bar again. "Let me buy you a drink."

"Great, wheat ever you have will work," Mowgli said and he and Baloo sat down at the bar as Louie set drinks in front of them.

"What have you been up to?" Louie said wiping down the bar with a rag.

"I'm just working, don't have a life rally outside of that,"

"Sounds like you not too long ago," Louie said looking at Baloo and the bear shrugged.

"Hey Louie," Mowgli spoke up. "Do you have a bathroom?"

"Of course I do brother, just down there,' he said pointing at a hallway.

"Thanks," Mowgli stood and walked toward where Louie had pointed.

"So," Louis said leaning his elbow on the bar and fixing Baloo with a look.

"So," Baloo said, not looking up but he played with the glass of his drink.

"What is he doing here?"

"Work," was the simple response.

"So, does that mean you're working for Bagheera again?" Louie had been Baloo's friend for years and was one of the only people who knew about his former life.

"No, it just means that I'm helping them out this once."

"Sounds like you're working for him again to me." Baloo finally looked up and glared at Louie who gave a small shrug.

"Baloo?" they turned to see Mowgli standing there. "We should probably get going, my check in is in about twenty minute.

"Right," Baloo said standing. "Put it on my tab?" he asked Louie and the orangutan nodded.

"It was good seeing you Louie," Mowgli said holding out his hand which Louie shook.

"It's good seeing you too, come see me before you leave."

"Ok, will do," Mowgli said and followed Baloo out to the Sea Duck.

"It was good to see him again," he said once they were in the air.

"Yeah well, it's good to see old friends every once in a while," Baloo said and shot the man a look.

"Yeah, I need to do it more often." They sat in silence for the ride back and Baloo watched him get into a cab and drive away, hoping that was not the last time he saw him. Turning, Baloo spotted Rick watching them and he made his way to him.

"How's it going Rick?" he asked standing next to him.

"It's going really good, how about you?" Rich said and cried out in surprise when Baloo spun on him, grabbed him by the front of his shirt and slammed him against the building.

"It was going great until you and Bagheera walked back into my life. Now, you know who I am right?" Baloo snarled and waited for Rick to nod, when he did, Baloo slammed him back again. "You know what I'm capable of then, and if I find out you are here to hurt me or my family, I will make you suffer, do you understand?"

"Yeah, I understand," Rick said, his voice shaking.

"Good," with that he let go of the fox and turned to walk away. "Oh, by the way, you're fired and I _never_ want to see you again, is that clear?" he asked without looking at Rick. He heard Rick scramble to his feet and smiled when he watched him walk into Higher for Hire. Turning around he looked out into the water and wondered how long it was going to be before his life went back to the way it was before six months ago.


	7. Chapter 7

"Baloo!" a shrill voice said from behind the large gray bear and he sighed before turning around and looking at his boss.

"Yes Rebecca?" he asked, turning back to his task of loading the Sea Duck.

"You fired Rick?" she asked and Baloo sighed.

"Yes, we don't need him anymore," he replied.

"Says who?" she asked, putting her hands on her hips.

"We don't need another pilot, I'm back," he said.

"I never said you had your job back," she said angry.

"I never asked." He ignored her as she sputtered at his response and glared at her when she opened her mouth again. "I'll be leaving in twenty minutes," he said and walked pate her. He looked up when a cab pulled up and Mowgli climbed out.

"Hey kid, what are you doing here?" he asked walking over to shake his hand.

"I came by to see if you wanted to go to lunch or something," Mowgli said and Baloo sighed looking back at the plane.

"I can't I've got a cargo I've got to ship."

"Oh," Mowgli said and his face fell.

"How long are you in town, maybe we can get together when I get back?"

"I'll be here for another week," he said and Baloo grinned.

"Great I'll be back in five days so I'll talk to you on next Tuesday?"

"Sounds great Baloo," Mowgli said and shook his paw before climbing back in the cab and driving away. Baloo watched him drive away before turning to go into Higher for Hire, looking for Kit.

"Kit," he called and the young cub stuck his head over the railing.

"Yeah Papa Bear?"

"You ready to go?" he asked and Kit nodded before disappearing back into his room.

He went to his own room and grabbed his bag and made his way outside to the plane and opened the door as Kit ran up and threw his bag inside.

"Baloo!" Rebecca said walking up to them but Baloo ignored her.

"I'll see you in a few days," he said and climbed into the plane and shutting the door.

* * *

The trip had gone well, nothing big had happened and when they landed back in Cape Suzette, Kit jumped up, wanting to give Molly the present he had bought her. He ran down the dock and into Higher for Hire and Baloo chuckled, shaking his head.

"Baloo!" came a frightened cry from the building and Baloo took off running, forgetting the bags and entered and stopped dead. The place was a mess, the file cabinets were opened and on their sides, papers were everywhere, Baloo's chair was on its side and Rebecca's chair was across the room, the desk at an angle, the drawers open.

"Becky?" Baloo called as Kit ran up the stairs. "Beckers?"

"They're not up here Baloo," Kit said from above and Baloo left the building to see Mowgli pulling up in a cab and he felt angry and found himself moving forward and pushed Mowgli against the cab.

"Where are they?" he snarled and Mowgli stared at him in shock.

"What?" he asked and Baloo almost believed him that he had no idea what he was talking about.

"Molly and Rebecca are missing, not to mention Wildcat," he snarled and Mowgli opened his mouth and closed it a few times.

"I have no idea what is going on," Mowgli said defensively.

"Bagheera had something to do with this, I know it."

"If he did I had no idea, I swear!" Mowgli cried and Baloo searched his face before letting him stand up straight.

"All right, I'll believe you for now, but if I find out you're lying…" he said and Mowgli nodded.

"I'm not, I swear. Let me call Bagheera, see if he knows anything…"

"No, I don't want to tip him off that I suspect him," Baloo said leading the way back into Higher for Hire.

"But we need to find out if he knows anything."

"We'll find out, but my way," Baloo said and walked in to find Kit cleaning up. "What was the reason you came out to see Shere Khan?" he asked bending down to help Kit.

"Bagheera just had some papers to sign," Mowgli said joining in the clean up.

"Any idea what they were about?"

"No, you know how it works; we aren't allowed to know what's in the packages we deliver." Baloo sat down on Rebecca's chair and ran a hand over his face running over his face.

"So that doesn't leave us many options," he said thinking of his options and came to one conclusion. "Come on then, let's get going."

"Where are we going?" Kit asked as they walked out to the Sea Duck.

"How much do you know about my past Mowgli?" Baloo asked instead of answering Kit, causing the smaller bear to bristle.

"Not a lot," the human said sitting in the co-pilot's seat and Kit glared when Baloo didn't say anything.

"I'm guessing you've read my file?" Mowgli nodded and Baloo nodded too as he started the plane. "So you know my life since I was fifteen. You don't know anything before that because I never told the agency and they wouldn't have been able to find me if they had tried."

"Why is that?" Mowgli asked, gripping the arm rests.

"I lived in the skies," he said giving Mowgli a small smile. "Do you know of a pirate named Don Karnage?" he asked and looked back at Kit when he heard him gasp.

"Of course," Mowgli said and Baloo nodded.

"Well the Don Karnage that I worked for was the father of the Don Karnage you know," he said looking at Kit. "I was on the streets and in and out of foster homes until I was six. When I was six, I snuck onto a plane and found myself in Don Karnage's presence. I'd heard of him and half expected him to kill me but for some reason I seemed to fascinate him and he let me stay. He had a son, the Don Karnage you know now, a few years older than me and we became good friends. When I was fifteen, Don Karnage the first died, he left two things to me, and one was the Sea Duck and the other, a jewel called the Tiger's Eye. Karnage, the son, wanted both items but the father knew that he would screw things up, so he left them to me. When Karnage did screw things up, I left."

"When did Bagheera come into this?" Mowgli asked.

"When I was fifteen, I tried to steal something from him and succeeded and he found my abilities useful and offered me a job."

"And me?" Mowgli asked and Baloo looked at him for a moment before turning back to flying.

"You were a hiccup," he said and Mowgli looked away. "I never regretted taking you in Mowgli, don't ever think that, it's just that my life was hectic and throwing a kid into it wasn't what I dreamed of."

"That's why you gave me away," he said and Baloo sighed.

"No, I told you those years ago, I had no choice. I went and fought for you Mowgli, I did, but the judge was a human and decided to give you to the Andersons. Were they bad to you?"

"No, they were great, I just missed you is all," Mowgli said quietly.

"I missed you too kid." They were silent for a few minutes, almost forgetting about the small cub behind them until he spoke up, his voice full of anger.

"You worked for Karnage?" Baloo turned and looked back and sighed.

"No, I worked for his father; his father was a better man than he is now."

"Why didn't you ever tell me?" he asked, his voice hurt.

"I didn't think it was necessary," Baloo said and Kit folded his arms across his chest and glared at the wall. "Look Kit, where do you think I learned to fly like I do?" He didn't receive a response and he shook his head.

"So what's the plan?" Mowgli asked a few minutes later.

"I'm going to go talk to Karny, see if he knows anything or heard anything."

"How are you going to convince him of helping you?"

"Well if my charms don't do it, I still know where The Tiger's Eye is, and if that doesn't work," he said stroking the controls of the Sea Duck. "I'll give up my baby."


	8. Author's note

Ok, I know this isn't an update but I decided to read the story again and realized that it is craptastic! The last couple chapters are ok but the first one suck. I make references to the movie that doesn't make any sense to the story but I am going to rewrite this, if everyone hates the new one, I'll change it back. Let me know what you think, thanks.


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